BARON
— slash I’ll probably put this in the piece anyway.
CARRUTH
That’s not quite fair. Just don’t make me out to be a drunk, stumbling person unless you are also that.

BARON
Well, that’s why I think I would be in there.

CARRUTH
Boom. Boom.

If we’re going to do it this way, mad on scotch and sirloin and fatigue, Shane Carruth would like you to know it. By the end of the night I’ll have turned into Timothy Q. Mouse, and Carruth will briefly forget how to get to where he lives, though mercifully not the address. It will take us both a while to remember that Google Maps exists. And then we will make it home. But before that, Carruth will say all kinds of things he probably otherwise would not have said: about his perplexing, heartrending new film, Upstream Color, mostly, but also about love and loneliness and Justin Timberlake. He’s 40, without health insurance, has no permanent residence. People in Hollywood are calling him about making movies he’ll never, ever make. He’ll happily talk about all of it. He just has one requirement.

“Whatever gets written,” he says, long after this has already become the case, has to involve “two drunken guys at a bar.”

So, two drunken guys at a bar. Not so late on a Thursday night. Midtown Manhattan, since Carruth is coming from an NPR interview, where for the 17,000th time this week he’d had to explain his inexplicable movie, which involves worms, orchids, pigs, Thoreau’s Walden, a box of rare coins, and a mysterious gun hidden under some floorboards. The first third is a kind of thriller, the second a funhouse mirror version of a rom-com. The third third is pretty close to wordless and may or may not even be happening, it’s sort of unclear. If you really press him he’ll tell you it’s about identity: how people build it back up when you strip everything they know away. About whether we control our identity or whether our identity controls us.

It’s the kind of movie people want to know more about, and it’s also the kind of movie that depends on the audience knowing nothing, and that’s the paradox Carruth has been trying to honor these past few months, as Upstream Color has gone from a rapturous Sundance premiere to the Berlin International Film Festival to pop-up screenings everywhere from Los Angeles to Boston. At each stop, Carruth’s had to come out afterward and do a Q&A and shed more light on his film than he’d really care to. “I know that it’s wrong,” he says. “I shouldn’t be there. I’m the last person in the world that should be there talking.” But he goes up there anyway and tries for the sake of the film, which he’s distributing himself, on top of all his other roles: director, producer, editor, composer, lead actor, guy who puts things in FedEx boxes and carries them by hand to the post office.

The first thing he says when I see him is, “There are people depending on me to get them information, and I am failing nonstop.” It’s too much, the lawyer calls, the distributor e-mails, interview after interview with people like me. But he doesn’t know how to let any of it go, and at this point he doesn’t want to anyway.

We end up at one of the really ancient places that you can still find in certain parts of Manhattan, a steakhouse with a ceiling made out of churchwarden pipes and clientele that skews male and plutocrat. Carruth asks our bow-tied waiter if they have Laphroaig, and the guy looks at him pityingly, and says Yeah, which one? — they have the 10-year, the 18, the 25, the Triple Wood, the Quarter Cask. This last one is what Carruth orders. It’s the first time I see him actually smile.

INT. BAR — NEW YORK CITY — EARLIER ON A THURSDAY NIGHT

CARRUTH
Oh, this is going to end so badly.

BARON
For you and —

CARRUTH
Let’s hope so. Let’s hope so, yeah.

BARON
I already don’t remember any of this.

CARRUTH
Just crash and burn.

In January 2004, Carruth was sitting in a Sundance auditorium, thinking about a movie called One Point O. He was in Park City with his no-budget time travel thriller Primer, the first film he’d ever directed (and starred in, and edited, and composed the music for, and scouted the locations, and did everything short of catering, which he delegated to his mother), and he’d spent the week taking lukewarm meetings with distributors and doing anxious question-and-answer sessions in front of modest audiences. It was the last night of the festival, awards night, and Carruth had managed to see only one film the entire week, this movie One Point O, starring Jeremy Sisto as a paranoid computer engineer who becomes addicted to milk, and Udo Kier as a guy who builds robots. Carruth had shot Primer for $7,000; this movie looked like it cost a million, 2 million easy. It was lit like movies are supposed to be lit, shot on expensive film. Carruth had a sinking feeling. “I had been in, like, a tunnel. I didn’t know anything was going on other than my own movie, and I saw this thing and I was like, you know, ‘What the hell am I doing here? This is stupid. We’re not a real film; this is a real film.'”

It made him feel small. He went to the awards ceremony anyway. “And I sort of just thought, This has been a really fun experience. I’m glad I’m here. Jake Gyllenhaal’s doing the awards. There’s — uh, what was her name? She’s on a TV show now called New Girl. Zooey Deschanel. Yeah, Zooey Deschanel was up there. And it’s like, ‘Oh, famous people are here! Let’s just enjoy this. My parents are here; this is exciting.'” And then suddenly the famous people were calling his name, and Primer had won Sundance’s Grand Jury Prize. There’s a photo of the moment, Carruth and his co-star David Sullivan standing onstage looking drugged and confused and really, really happy.

And so, as often happens with dense, inscrutable works of art made by nerdy, cerebral white men, a cult formed. The film was dissected, diagrammed online. Carruth’s auteur credentials were sussed out and duly assembled into a portent-filled biography. He’d moved around a lot as a kid — Myrtle Beach, Seoul, Biloxi, Rapid City, Alexandria — because his dad was an engineer, and this was where that certain cool, disconnected, remote feel of Primer came from. He majored in math in college, spent his 20s as a software engineer, and that explained Primer‘s smarts: its realistic science, its easy, natural feel for the way nerds talk. He had quit his job at 30 to make Primer for a comically low budget, did everything himself — and that made him an indie cinema rebel, beholden to no man or studio executive.

That was the myth, anyway. The truth was that Carruth had lived in Dallas since the ninth grade, after his family settled there, went to college a few hours away, and then came back — hardly a peripatetic life. His software engineer job involved doing things like writing obscure code for Taiwanese fighter jets and living in a Detroit hotel for two months while he worked on BET’s website. And Carruth made Primer the way he did less out of a desire to escape the system than because he didn’t really know the system existed in the first place. “I think if I was part of the filmmaking community, I would have bought into the idea that ‘Oh, yeah, we’re all trying, but you’ve gotta pitch; you’ve gotta raise money; you’ve gotta hire a DP; you’ve gotta do all this stuff.’ I think the sheer fact that I was so naive and didn’t know any of that stuff is what made me decide to just go do it.”

He is obsessive, won’t deny that. For Primer he taught himself everything, from editing to operating a camera to acting to writing music. It took a while. The movie almost never got made because of it, because of his tendency to go down wormholes for weeks and months and years at a time. “I don’t typically have a social life, I don’t have a family, and I will stay up all night, every night, for days on end, to solve something that I think is solvable,” he says. “And it’s very frustrating sometimes, because I know that I’m like that, and it’s not always a positive result.”

These days Carruth has a kind of secretive, Salinger-of-cinema reputation — the nine silent years between Primer and Upstream Color have become part of his legend. But after Primer, Carruth wasn’t exactly wandering the vast white space of his own mind or riding a motorcycle across the desert in Utah. He was in Hollywood. He went to Los Angeles, Carruth says, took every meeting he could get, made a kind of halfhearted effort to find his Batman. “I definitely entertained the idea of what that would look like.” But he could never fully let go and give up the kind of control he’d need to give up in order to make a Hollywood career work. “I was clear with my agents at the time of what the criteria was for me to do something. That, you know, whatever final cut means — I don’t really give a shit; there’s going to be final cut.” Nobody believed him. And they certainly wouldn’t give it to him.

So instead he came up with a Batman of his own, a sci-fi film called A Topiary, about artificial beings and mystical patterns and friendship and betrayal, and enlisted Primer fans Steven Soderbergh and David Fincher to help pitch the movie in Hollywood. He learned how to do CGI for it. He spent years designing effects tests, sculpting a kind of work flow that would allow him to do almost all of the film in-house. In 2010, he went back to Hollywood and asked for the money to make it, thought it’d be an easy sell. It wasn’t. In meeting after meeting, the budget shrank, and the film shriveled, and then kind of just died. “That year of asking for money was basically me slowly coming to terms with the fact that the most commercial prospect I can ever imagine is never going to — it’s still not going to be enough for them.”

Yeah, but look at Primer, look at Upstream Color. Was that a movie that was commercial enough to have a $21 million budget or whatever it was that you were talking about?

“Oh, yeah. By far. They must be allergic to money if they didn’t want to make that.”

He gave up on the project. He gave up on the meetings. He thought about quitting, going back to engineering or starting a family. But there was another script he had begun working on as A Topiary fell to pieces, something he wanted to see through, an idea he couldn’t quite get out of his head. He called it Upstream Color.

INT. BAR — NEW YORK CITY — SLIGHTLY LATER ON A THURSDAY NIGHT

BARON
We should get another round. I think we should consider food.

CARRUTH
Food? Oh, OK. You got it.

More scotch. Carruth is dressed like a character from one of his movies, which is to say like a software engineer, in a maroon sweater and an orange collared shirt. He’s less disheveled than he tends to appear onscreen, more compact, quietly confident. Handsome, in a nondescript kind of way. We talk about Dallas and why he left for New York. “I cultivated a really isolated existence in the suburbs,” he says, “where I was just working on the things I was working on and wasn’t really engaging anyone.” When he started writing Upstream Color, he made himself a promise. “When I knew that it was just going to be outside of Hollywood, that I was just going to do it, I also knew or wanted to know that when it was done, I would be leaving in one way or another, that I couldn’t — I wouldn’t continue just living isolated that way. So this was all sort of part of a plan that was — when the film was done, when post was done, when mix was done, that I was meant to leave. And so I got out of my house; I gave all my furniture away; I got rid of my clothes; my car’s parked in front of my brother’s house, and I came here.”

Is that a character thing, though? Like, will you end up finding yourself holed up in New York doing the same thing when all the noise stops?

He says he hasn’t really dated anyone since Primer, though later in the evening he’ll mention a woman’s name a few times in a way that makes me wonder. Most of his friends are here in New York now, but he hasn’t seen them much. He’s been traveling, subletting various spots around the city, including his present spot in Bed-Stuy, going back and forth to Los Angeles and Europe and the Midwest, drumming up awareness for the movie. Before that it was production on Upstream Color, and before that it was A Topiary, and before that it was post-Primer Hollywood meetings with guys who have “never actually seen the film but need to say that they have and need to say nice things, because they’re worried that I might be the guy; I might be Bryan Singer, and they just don’t know it yet.”

Do you have a life independent of making films?

“No! No, absolutely not! I don’t. I don’t have a family; I don’t have kids; I don’t have — I mean, I have brothers and my mom, but no, this is everything for me.”

Is that something that you mourn or miss?

“I think I used to. Now, I’m so — it’s weird: I find myself using words like ‘my heart was broken’ or ‘I’m in love with,’ but they’re always about the writing or the project.”

Amy Seimetz, Carruth’s co-star in Upstream Color, told me the two of them once went to see the David Bowie movie The Man Who Fell to Earth together. “And that’s what he’s like. This person who’s fallen to Earth and hasn’t really gotten how to function,” she says. “He waxes and wanes through social periods and then doesn’t quite understand everything. And then he goes back and processes it.”

INT. YELLOW CAB — NEW YORK CITY — MUCH LATER ON A THURSDAY NIGHT

CARRUTH
Where are we?

BARON
I think he’s taking us on [REDACTED].

[Silence. Wind outside the cab. Hiccupping noises.]

CARRUTH
I just um I keep hearing that song she sings in Girls.

BARON
Which one?

CARRUTH
“Stronger.” The Kanye song.

Upstream Color was shot around Dallas in something pretty close to total secrecy. Few of the actors saw the film’s full script. No one in the industry was notified. “They would’ve tried to co-opt it,” Carruth says. “They would’ve tried to say, ‘Hey, I can get you a few hundred thousand dollars. I know a guy. I know a fund; I know an equity place that’s probably looking for this sort of thing.'” Carruth had had enough of those conversations. Instead, he financed the film’s production himself, with money he had left over from Primer and the help of “some very supportive friends outside of film finance.”

At the heart of Upstream Color is the question of personhood: how much any of us has control over the people we become, or authorship over the stories we tell ourselves about ourselves. “What if you could just magically strip that away?” was the idea, Carruth says. It’s what got him working on the script. “What would that look like? What if somebody had to rebuild it from scratch midway through their life?”

He built a narrative architecture around the conceit: A woman, Kris (Seimetz), is kidnapped and implanted with a worm. Her money is stolen, her memory erased. Another character helps her remove the worm and then feeds the worm into a pig. She comes to in a version of her own body and her own life that she doesn’t recognize. Eventually she meets a man, Jeff (Carruth), who may have experienced something similar. As they go about trying to reconstruct their lives, they find themselves at the mercy of memories and perceptions that aren’t theirs, that belong to their pig counterparts, or to each other, or to people they don’t know or haven’t met yet. They know something is happening to them; they just don’t know what.

Carruth wrote the script in three fevered months. It made him feel crazy, full of a kind of elation and shame at the same time. The moment he began shooting the film, “I wanted to stop; I was embarrassed. I thought, ‘I’m wasting everybody’s time. What are we doing here? This is not going to end up being anything.'”

Seimetz said that when she first saw Carruth’s draft of the film on paper, she thought it was “the most ambitious script I had ever read.” She also thought it looked impossible to film, and told him so. “I knew he knew what he was doing,” she says. “But I just wanted to make sure he was sane enough to realize what he had written.”

Upstream was made in the same close-knit, familial way Carruth made Primer. He had his mom act in the film, used his own house as a set, had everyone move in to work on it with him. David Lowery, who edited the film with Carruth, told me he and Carruth would make late-night runs to 7-Eleven, buy cotton candy, use the sugar to keep them going. “Shane has this very austere demeanor that you would expect to be upheld at all times,” Lowery says. But they spent much of the time cracking jokes, going on long jags without sleep. “In those wee hours, he’s a hysterical guy.”

The idea was to finish the film in time for Sundance. Last time, Carruth had gone to Park City with the faint hope that someone might distribute his movie. This time, he went there knowing that he was doing it all himself — he taught himself how it worked, the same way he’d taught himself everything else relating to making movies. “I started investigating distribution, and it just became clear to me early on that, look, this is complicated, but this is not more complicated than producing a film, so why the hell are we handing this off to people that we don’t know for sure are going to get it?” He decided to use Sundance the way any other distributor would — as a launchpad for Upstream Color, a coming-out party, same as all the other films that go to Park City with distribution deals already in place, which these days is half of them.

Before they went — before they even started shooting — Carruth gave his cast and crew a pep talk. “This is the most punk movie you’re going to come across,” he told them. “And it doesn’t look like it because it’s all dressed up in sweaters and collars and, like, you know, emotional experiences. But I swear to you: This is the most punk experience that you’re going to have on any film.”

INT. YELLOW CAB — NEW YORK CITY — VERY NEAR THE END OF A THURSDAY NIGHT

CARRUTH
Is this Domino’s Pizza?

BARON
[HICCUP.] Oh, now we’re going the other way.

CABDRIVER
[ ]

CARRUTH
It seems like we’re very, very close.

It’s an astonishing movie, Upstream Color. There’s nothing to compare it to, really, not even Primer, except in the sense that both movies are about the fragility of identity — in Primer because the characters keep traveling back in time to rewrite their own lives, and in Upstream because the two main characters eventually lose track of who they are entirely. Carruth deliberately turned the perspective of the new film inside out: Rather than witnessing Kris and Jeff go into free fall from a distance, we go down with them. At a certain point it’s almost pure color and light and music and vertigo: the bottom falling out not just for the people onscreen, but for the audience too. The film makes the most sense when it’s stopped making sense entirely — when the characters give up on trying to order their experiences and instead just sink blindly into them, maybe not for the better. It’s a horror film disguised as something softer. For a guy who is so deeply in his own head, Carruth has a remarkable insecurity about the integrity of what he finds there.

He’s ambivalent about his burgeoning reputation as a guy who makes difficult movies, though it’s important to him that audiences understand what they’re getting into before they see Upstream Color, so in that sense he’s OK with it. “This is a film that’s necessarily going to be divisive, because it has a different ambition. So, here’s the beginning, and hopefully here’s the end of our conversation about what this film is, and by the time it comes out theatrically, there won’t be anybody randomly showing up to a theater that doesn’t know roughly what to expect.”

For the last decade of his life, he’s lived nothing but film, but he’s trying to change that, figure out some other inputs. By now we’re wobbly with scotch — on the other side of the table, he’s going in and out of focus. He leans across a field of empty glasses. “Do you watch Girls, the Lena ?”

I say yeah, I do.

“I have not watched Girls. I know of it, obviously; it’s a big deal. I watched the last episode before whatever this is, where — I don’t know who the character is, but the girl sings a version of — ”

“Stronger.”

“‘Stronger.’ It just broke my heart wide open.”

That’s an amazing scene.

“It really is, and I decided to watch the episode. What I learned is that that show is not for me. It is way too sexually advanced for my sensibilities, but that scene broke my heart, and it, like, lives with me.”

The point being, he says, “I want to be in touch with that.” He’s been listening to the new Justin Timberlake record a lot — “like, nonstop.” He says nonstop a couple more times, because we’re both wasted at this point, and we both love Justin Timberlake, or at least right now we do. He had a dinner party recently, with Bellflower director Evan Glodell and Lowery, whose Ain’t Them Bodies Saints was at Sundance too. A bunch of auteur filmmakers, blasting Ke$ha. “We couldn’t stop talking about how these are the places that you go,” Carruth says. “When you get so screwed up in your own head, you just want to know: What does it feel like to just get broad and get in touch with everybody at the same time?”

I ask him about something cryptic he said when I saw him at Sundance, about bolt-cutters. What did that mean?

“It means I’m a crazy person for trying to talk about that. Um, no, I’m writing something called The Modern Ocean, and I’m very close to finished with it. It doesn’t have any otherworldly elements in it; it’s not sci-fi or any, like, crazy worm/pig thing. It’s set at sea with people that create shipping routes for getting commodities from one place to the other, and then once they perfect the route and make it profitable, they sell it off. But it is tragically romantic, and it’s seemingly about tools, because I keep realizing that I’m coming back to the same set of tools over and over again.”

That’s the next film: He says he’ll make it after he’s done promoting the one he’s got out now, with whatever money he makes from Upstream. There will be no nine-year gap between films again. He says right now he’s in love with Modern Ocean in the way he’s always in love with whatever he’s working on. “I hope I don’t end up regretting it in my old age and wondering why the hell I didn’t have children,” he says. “But right now it just seems like it’s really satisfying to work.”

What happens, I ask, if Upstream Color does what it seems poised to do, which is become an incredibly well-reviewed, reasonably financially successful independent film, and Carruth gets all the same Hollywood calls that he got after Primer?

“I don’t take those calls anymore.”

You sure about that?

“Um, it’s already started, and it’s already stopped, so yeah, I’m sure. I mean, that’s the thing, is like, it’s not malicious; it’s not like I’m angry. It’s just that I know something they don’t know, which is that there really is no conversation to be had.”

He’d rather live without health insurance. He’d rather sublet a place in Bed-Stuy. He’d rather slur his words in a steakhouse with a guy he doesn’t really know. We go one more round, hail a cab outside, agree to split the ride back home. It takes a while but we get there.